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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | |
On December 13, 2023, the Compensation Committee of the Board of Directors (the “Board”) of Northwest Pipe Company (the “Company”) approved the parameters of the Company’s performance-based cash incentive program (Short Term Incentive Plan or “STI”) for the 2024 fiscal year. The performance goals for the 2024 STI relate to the Company’s level of income before income taxes for 2024 and the Company’s safety performance for 2024. Each Named Executive Officer may earn a bonus based on the level of the Company’s attainment of the performance goals. | ||
For the Chief Executive Officer, the bonus amount ranges from 0% to 200% of his 2024 base salary, and his target bonus amount is 100% of his 2024 base salary. For the Chief Financial Officer and the Executive Vice President, the bonus amount ranges from 0% to 120% of their 2024 base salary, and their target bonus amount is 60% of their 2024 base salary. The other Named Executive Officers’ bonus amounts range from 0% to 100% of their 2024 base salary, and their target bonus amount is 50% of their 2024 base salary. |
Item 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
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On December 14, 2023, the Board of the Company approved the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. Among other things, the amendments effected by the Bylaws enhance the requirements for shareholders to call a special meeting, change the deadline for shareholder proposals and provide the Board the ability to postpone, cancel or reschedule shareholder meetings. The amendments also make certain technical, conforming, or modernizing changes, including combining the requirements for shareholders to make a proposal or nominate a director into one section.
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The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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NORTHWEST PIPE COMPANY
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(Registrant)
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By
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/s/ Aaron Wilkins
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Aaron Wilkins,
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Senior Vice President, Chief Financial Officer, and
Corporate Secretary
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